Norwegian Block Exchange AS - Subsequent Offering

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
 
Oslo, 9 April 2024. Reference is made to the stock exchange notices from
Norwegian Block Exchange AS ("NBX" or the "Company") on 4 and 5 of March 2024
regarding the completion of a private placement (the "Private Placement") and
the contemplated subsequent offering (the "Subsequent Offering") as described
therein. Reference is also made to the stock exchange announcement published on
19 of April 2024 regarding the final allocation of shares in the Private
Placement and the stock exchange on 4 of March 2023 regarding the completion of
the extraordinary general meeting, where the resolution to issue the shares in
the Private Placement was made, and where the Company's board of directors (the
"Board of Directors") was granted authorization to increase the share capital
for the purpose of completing the Subsequent Offering.
 
The Board of Directors has today resolved to proceed with the Subsequent
Offering of up to 4,200,000 new shares (the "Offer Shares"), which may raise
total gross proceeds of up to NOK 2,520,000. The Subsequent Offering will be
directed towards existing shareholders in the Company as of the end of trading
on 4 March 2024, as registered in the Norwegian Central Securities Depositary -
Euronext Securities Oslo ("Verdipapirsentralen" or "VPS") on 6 March 2024 (the
"Record Date"), who (i) were not allocated offer shares in the Private Placement
and (ii) are not resident in a jurisdiction where such offering would be
unlawful, or for jurisdictions other than Norway, would require any prospectus
filing, registration or similar action (the "Eligible Shareholders"). In
addition, shareholders and investors that participated in the Private Placement
(the "Secondary Subscribers") shall have a secondary right to subscribe for the
Offer Shares.
 
The subscription period in the Subsequent Offering commences on 10 April 2024 at
09:00 hours (CEST) and will end on 17 April 2024 at 16:30 hours (CEST) (the
"Subscription Period"). If fully subscribed, the Subsequent Offering will raise
gross proceeds of NOK 2,520,000. The subscription price per Offer Share is NOK
0.6 (the "Subscription Price"), which is equal to the subscription price in the
Private Placement.
 
In the Subsequent Offering, Eligible Shareholders, will be granted
non-transferable subscription rights (the "Subscription Rights") that, subject
to applicable law, provide preferential rights to subscribe for and be allocated
Offer Shares at the Subscription Price.
 
Each Eligible Shareholder will be granted a certain number of subscription
rights for each existing share registered as held by such Eligible Shareholder
as of the Record Date. The number of subscription rights granted to each
Eligible Shareholder will be rounded down to the nearest whole subscription
right. Each whole Subscription Right will provide a preferential right to
subscribe for, and be allocated, one Offer Share at the Subscription Price.
Over-subscription will be permitted. Other than subscriptions from Secondary
Subscribers, subscription without Subscription Rights will not be permitted.
Subscription rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
 
The completion of the Subsequent Offering, including the issue and delivery of
the Offer Shares, is subject to (i) the Norwegian Financial Supervisory
Authority approving the application for the share capital increase pertaining to
the Private Placement, as resolved by the extraordinary general meeting on 4
April 2024, ii) the corporate resolutions of the Company required to implement
the Subsequent Offering, including issue of the Offer Shares, being validly
made, (iii) the Norwegian Financial Supervisory Authority approving the
application for the share capital increase pertaining to the Subsequent
Offering, and (iv) the share capital increase pertaining to the issuance of the
allocated Offer Shares being validly registered with the Norwegian Register of
Business Enterprises and the allocated Offer Shares being validly issued and
registered in VPS.
 
An invitation letter (the "Invitation Letter") and a company presentation is
prepared in connection with the Subsequent Offering, which sets out the terms
and conditions for the Subsequent Offering and includes a description of certain
risk factors pertaining to the Company, its shares, and the Subsequent Offering.
 
The Invitation Letter and the specific number of subscription rights for each
Eligible Shareholder will be published prior to the start of the subscription
period, and will also be made available at websites of Norne Securities AS.
 
Norne Securities AS is acting as settlement agent for the Subsequent Offering.
Advokatfirmaet Selmer AS is acting as legal counsel to the Company in the
Subsequent Offering.
 
For more information, please contact:
Stig Kjos-Mathisen, CEO Norwegian Block Exchange AS
Email: [e-mail]
Tel: [phone]
 
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About Norwegian Block Exchange (NBX)
NBX is a financial services company building products and services based on
digital assets. NBX is registered with the Norwegian Financial Supervisory
Authority and is listed on Oslo Stock Exchange Euronext Growth.
 
Important notice:
 
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
 
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Norne Securities AS nor any of its
respective affiliates or any of their respective directors, officers, employees,
advisors or agents accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. This
announcement has been prepared by and is the sole responsibility of the Company.
 
This announcement is not an offer for sale of securities. The securities
referred to in this announcement have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may
not be offered or sold in the United States absent registration with the U.S.
Securities and Exchange Commission or an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
accordance with applicable U.S. state securities laws. The Company does not
intend to register any securities referred to herein in the United States or to
conduct a public offering of securities in the United States.
 
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
 
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan, The
Hong Kong Special Administrative Region of the People's Republic of China, South
Africa or any other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction. The publication, distribution or release
of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
 
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State. The
expression "Prospectus Regulation" means regulation (EU) 2017/1129 of the
European Parliament and of the Council, of 14 June 2017, (together with any
applicable implementing measures in any EEA Member State.
 
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
 
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond their control. Such risks,
uncertainties, contingencies, and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. Forward-looking statements speak
only as of the date they are made and cannot be relied upon as a guide to future
performance. The Company, the Norne Securities AS and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
 
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

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